Portage Biotech Announces Receipt of Nasdaq Noncompliance Letter

Rhea-AI Summary

Portage Biotech (NASDAQ: PRTG) received a noncompliance notice from Nasdaq on December 10, 2024, due to insufficient shareholders' equity. The company reported shareholders' equity of $695,000 as of September 30, 2024, falling below Nasdaq's minimum requirement of $2.5 million. Additionally, PRTG does not meet alternative listing criteria of $35 million market value or $500,000 net income from continuing operations.

The company has until January 24, 2025, to submit a compliance plan to Nasdaq. If accepted, Portage may receive an extension until June 8, 2025, to regain compliance. The company's shares continue trading under 'PRTG' while they work to address these requirements.

Positive

• None.

Negative

• Shareholders' equity of $695,000 falls significantly below $2.5M Nasdaq requirement
• Company fails to meet alternative listing criteria ($35M market value or $500,000 net income)
• Risk of potential delisting from Nasdaq if compliance plan is not accepted or executed successfully

Insights

Financial Analyst

The receipt of the Nasdaq noncompliance notice represents a significant challenge for Portage Biotech, with shareholders' equity of just $695,000 falling well below the required $2.5 million threshold. The company's inability to meet alternative listing requirements - either $35 million market value or $500,000 net income - puts it in a precarious position. While a delisting isn't imminent, the 45-day window to submit a compliance plan and potential 180-day extension period will be crucial. The company will likely need to explore capital raising options, which could lead to dilution for existing shareholders. The market's reaction to this news could create additional pressure on the stock price, potentially making it more challenging to meet the market value requirement.

Legal Expert

The noncompliance notice triggers a complex regulatory process with specific timelines and requirements. The January 24, 2025 deadline for submitting a compliance plan is critical, but more important is the substance of that plan - it must demonstrate a credible path to either meeting the shareholders' equity requirement or achieving alternative listing standards. The company maintains appeal rights if Nasdaq rejects the plan, but historical precedent suggests that without a concrete strategy for raising capital or improving financial metrics, maintaining listing status will be challenging. The disclosure appears appropriately detailed and timely, meeting SEC requirements for material events, though investors should note the explicit warning about no assurance of maintaining listing compliance.

• No impact at this time on the listing of the Company’s Ordinary Shares on Nasdaq
• Company intends to submit to Nasdaq a compliance plan

WESTPORT, Conn., Dec. 12, 2024 (GLOBE NEWSWIRE) -- Portage Biotech Inc. (“Portage” or the “Company”) (NASDAQ: PRTG), a clinical-stage immuno-oncology company with a portfolio of novel multi-targeted therapies for use as monotherapy and in combination, announced today that it received written notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”) on December 10, 2024 indicating that the Company was not in compliance with the minimum shareholders’ equity requirement for continued listing on The Nasdaq Capital Market (the “Capital Market”) as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Shareholders’ Equity Requirement”), because the Company’s shareholders’ equity of $695,000 as of September 30, 2024, as reported in the Company’s Report on Form 6-K containing unaudited condensed consolidated interim financial statements for the three and six months ended September 30, 2024, filed with the United States Securities and Exchange Commission (the “SEC”) on November 26, 2024, was below the required minimum of $2.5 million, and because, as of the date of the Notice (and as of the date of this press release), the Company did not meet either of the alternative continued listing standards for the Capital Market, relating to market value of listed securities of at least $35 million or net income from continuing operations of at least $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The Notice has no effect at this time on the listing of the Company’s ordinary shares (the “Ordinary Shares”), which continue to trade on the Capital Market under the symbol “PRTG”.

As indicated in the Notice, the Company has a period of 45 calendar days from the date of the Notice, or until January 24, 2025, to submit to Nasdaq a plan to regain compliance with the Shareholders’ Equity Requirement or achieve compliance with an alternative continued listing standard for the Capital Market (the “Compliance Plan”). If Nasdaq accepts the Compliance Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice, or until June 8, 2025, to evidence compliance. If Nasdaq does not accept the Compliance Plan, then Nasdaq will provide written notice to the Company that the Ordinary Shares will be subject to delisting. At such time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

The Company intends to submit a Compliance Plan by the January 24, 2025 deadline. There can be no assurance that the Company will be able to regain compliance with the Shareholders’ Equity Requirement, achieve compliance with an alternative continued listing standard for the Capital Market or maintain compliance with any other listing requirements under the Nasdaq Listing Rules.

About Portage Biotech Inc.

Portage is a clinical-stage immuno-oncology company with a portfolio of multi-targeted therapies to extend survival and significantly improve the lives of patients with cancer. The Company has made the decision to discontinue its sponsored trial for its the invariant natural killer T-cell (iNKT) program and pause further patient accrual to its sponsored adenosine trial program (ADPORT-601 trial) for its potentially best-in-class adenosine antagonists PORT-6 (adenosine 2A inhibitor) and PORT-7 (adenosine 2B inhibitor). The Company is exploring strategic alternatives, which may include finding a partner for one or more of its assets, a sale of the company, a merger, restructurings, both in and out of court, a company wind down, further financing efforts or other strategic actions. For more information, please visit www.portagebiotech.com or find us on LinkedIn at Portage Biotech Inc.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the Shareholders’ Equity Requirement, achieve compliance with an alternative continued listing standard for the Capital Market or maintain compliance with any other listing requirements under the Nasdaq Listing Rules, the Company’s intentions to submit a Compliance Plan by the deadline, and the Company’s intention to take actions to regain compliance with the Shareholders’ Equity Requirement or achieve compliance with an alternative continued listing standard for the Capital Market. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the risk that the Company may not meet the Shareholders’ Equity Requirement during any compliance period or in the future, the risk that the Company may not otherwise meet the requirements for continued listing for the Capital Market or maintain compliance with any other listing requirements under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, the risk that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary, and other factors set forth in “Item 3 – Key Information – Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended March 31, 2024, filed with the SEC on August 14, 2024, and “Business Environment – Risk Factors” in the Company’s Management’s Discussion and Analysis for the Three and Six Months ended September 30, 2024 filed as Exhibit 99.2 to the Company’s Form 6-K, filed with the SEC on November 26, 2024. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

FOR MORE INFORMATION, PLEASE CONTACT:

Investor Relations:
ir@portagebiotech.com

Media Relations:
media@portagebiotech.com

FAQ

Why did Portage Biotech (PRTG) receive a Nasdaq noncompliance notice in December 2024?

Portage Biotech received a Nasdaq noncompliance notice because its shareholders' equity of $695,000 fell below the minimum requirement of $2.5 million, and it failed to meet alternative listing criteria.

What is the deadline for Portage Biotech (PRTG) to submit its Nasdaq compliance plan?

Portage Biotech must submit its compliance plan to Nasdaq by January 24, 2025.

How long does Portage Biotech (PRTG) have to regain Nasdaq compliance if their plan is accepted?

If Nasdaq accepts the compliance plan, Portage Biotech will have until June 8, 2025 (180 calendar days from the notice) to regain compliance.

What are the alternative Nasdaq listing criteria that PRTG failed to meet?

PRTG failed to meet alternative criteria of having either a market value of listed securities of at least $35 million or net income from continuing operations of at least $500,000.